Post by PETTRA on Feb 24, 2009 7:50:59 GMT 4
Digium, the company behind the Asterisk open source PBX software, has been working with Skype to develop a proprietary Asterisk module for communicating with the Skype Voice over IP network. The project details have been kept very secretive except for a public demo given at a conference. The beta testing program for the proprietary extension was recently expanded to include a few thousand companies, all of whom are required to sign the attached Non-Disclosure Agreement (NDA). The project has been publicly perceived very different from how it actually is. Notably:
Licensee will not be able to use Licensee's existing Skype user names and accounts and existing Skype online numbers when the Beta software is released for general availability and production use. Upon general release of the Beta Software, Licensee shall create new Skype managed user accounts under the Business Control Panel and shall agree to new business terms and conditions before being authorized to use the Skype for Asterisk software. Managed user accounts will be the only type of users authorized to use the Skype for Asterisk software upon its general release.
Quote:
Skype For Asterisk Beta License Agreement
PLEASE READ CAREFULLY: BY CLICKING "I AGREE" OR USING THE SKYPE FOR ASTERISK BETA SOFTWARE, YOU ARE AGREEING TO THIS SKYPE FOR ASTERISK BETA L
ICENSE AGREEMENT ("AGREEMENT"). CLICKING "I AGREE", SIGNING THIS AGREEMENT, OR USING THE BETA SOFTWARE CONSTITUTES YOUR LEGALLY BINDING SIGNAT
URE. BY SUBMITTING THIS AGREEMENT YOU CERTIFY THAT: YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT DRAWN UP IN ENGLISH; YOU ARE CON
SENTING TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT; ALL INFORMATION SUBMITTED BY YOU RELATED TO THIS AGREEMENT AND YOUR BETA SOFTWARE APPL
ICATION IS ACCURATE, COMPLETE, TRUE, AND NOT MISLEADING; AND IF YOU ARE SUBMITTING THE AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU CERTIFY THA
T YOU ARE DULY AUTHORIZED TO BIND THE ORGANIZATION TO THESE TERMS. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZ
ED TO DISTRIBUTE OR USE THE BETA SOFTWARE OR RELATED SERVICES IN ANY MANNER. THIS AGREEMENT IS MADE BY AND BETWEEN DIGIUM, INC. AND AFFILIATE
S, COLLECTIVELY REFERRED TO AS "DIGIUM", AND THE PERSON OR ENTITY LISTED AS COMPANY ("COMPANY" OR "LICENSEE") IN THE BETA SOFTWARE APPLICATION
FORM SUBMITTED BY THE APPLICANT ("YOU" OR "APPLICANT") IN CONJUNCTION WITH THIS AGREEMENT. DIGIUM, APPLICANT AND COMPANY ARE REFERRED TO INDI
VIDUALLY AS A "PARTY" OR COLLECTIVELY AS "PARTIES". NOTIFICATIONS MADE PURSUANT TO THIS AGREEMENT, EXCLUDING FINANCIAL MATTERS, SHALL BE GIVEN
TO DIGIUM, INC., ATTN: CONTRACTS MANAGER, 445 JAN DAVIS DRIVE, HUNTSVILLE, ALABAMA 35806, TEL. (+1) 256-428-6000, FAX (+1) 256-428-6058.
You acknowledge and agree that Licensee will not be able to use Licensee's existing Skype user names and accounts and existing Skype online numbers when the Beta software is released for general availability and production use. Upon general release of the Beta Software, Licensee shall create new Skype managed user accounts under the Business Control Panel and shall agree to new business terms and conditions before being authorized to use the Skype for Asterisk software. Managed user accounts will be the only type of users authorized to use the Skype for Asterisk software upon its general release.
1. Definitions.
1.1 "Beta Software" means pre-production/pre-released versions of the Skype For Asterisk software being licensed under this Agreement, which is not yet intended for general availability or production use. The Beta Software is more fully described in Exhibit A of this Agreement.
1.2 "Location" means at the facilities of You or Company, worldwide, except in those countries where the export of the Beta Software from the U.S. would be forbidden by the U.S. government or by any other applicable international export restrictions.
1.3 "Effective Date" means the date that You agree to the terms of this Agreement or first use the Beta Software, whichever occurs first.
2. Term of Agreement. This Agreement shall commence on the Effective Date and shall terminate 90 (ninety) days thereafter ("Beta Period" or "Term"), or longer if agreed in writing between Digium and Licensee.
3. Limited License. Digium hereby grants Licensee a nonexclusive, nontransferable license, during the Beta Period, to use the Beta Software (and any copies) solely for Licensee's internal evaluation and testing at the Location. Licensee obtains no rights other than those granted to Licensee under this Agreement. Licensee agrees to destroy the Beta Software and all copies made at the end of the Beta Period.
4. Beta Software Skype License. The Beta Software contains Skype Intellectual Property, which Digium warrants has been licensed by Skype to Digium to the extent necessary for Digium to distribute, manufacture, and evaluate the Beta Software under the terms of this Agreement.
5. Further Reservations. Licensee may not: (a) use or copy the Beta Software except as provided in this Agreement; (b) sublicense or assign the license for the Beta Software; or (c) distribute the Beta Software to any third party. Licensee may not use the Beta Software to the benefit or advantage of any third party.
6. Copyright. The Beta Software is owned by Digium (or its third party licensors) and is copyrighted and licensed, not sold. Licensee may not remove or obliterate any copyright, trademark, or proprietary rights notices of Digium. Licensee must reproduce the copyright notice and any other legend of ownership on each copy, or partial copy, of the Beta Software Licensee makes.
7. Confidentiality. Digium and Licensee agree that any proprietary and confidential information of the parties shall be governed by the attached terms of the non-disclosure agreement set forth in Exhibit B, a copy of which is attached hereto and the terms and conditions of which are incorporated herein by reference.
8. Warranty. SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, DIGIUM DOES NOT MAKE, AND HEREBY DISCLAIMS (ON ITS OWN BEHALF
AND ON BEHALF OF ITS THIRD PARTY LICENSORS AND SUPPLIERS) ANY WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE FUNCTION, PERFORMANCE OR DOCUMENTATION FOR THE BETA SOFTWARE. The term Beta does not imply that general availability of the Software will take place.
This Agreement is not an offer to license future releases of the Software and Digium does not represent that future releases, if any, will be compatible with the Beta Software.
9. Limitation of Liability. IN NO EVENT WILL EITHER PARTY (INCLUDING, IN THE CASE OF DIGIUM, ITS THIRD PARTY LICENSORS AND SUPPLIERS) BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING
LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN
THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. The provisions of this Section 9 allocate the risks under this Agreement between Digium and Licensee and the parties have relied upon the limitations set forth herein in determining whether to enter into this Agreement.
10. Fees and Support. Licensee's use of the Beta Software will be at no charge and Licensee has no obligation to purchase the Beta Software from Digium. Licensee may not use the Beta Software to obtain fees from any source through any application of the Beta Software whatsoever. Licensee may not use Beta Software for resale. Digium agrees to provide the following limited support to Licensee during the Term: Licensee may contact Digium at the following e-mail address: skypeforasterisk@digium.com with regard to questions related to Asterisk and Digium will use commercially reasonable efforts to respond within five (5) business days of receipt of the e-mail. Licensee may contact Skype at the following e-mail address: Skypeforasterisk@skype.net with regard to questions related to Skype software and Skype For Business.
11. Export Regulations. The Beta Software is licensed for use only in the Location and under the terms of this Agreement. Licensee acknowledges and accepts that the Beta Software is subject to both US export control laws and regulations and international export regulations. Licensee agrees to be bound by any applicable US or international export regulations and to assume sole responsibility for compliance to the extent that compliance is necessary to exercise Licensee's rights under this Agreement. Licensee acknowledges that the Beta Software may not be exported or reexported anywhere other than the Location.
12. Governing Law and Jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by the courts of the State of New York and the Parties expressly consent to the exclusive personal jurisdiction and venue therein. The substantive law governing this Agreement shall be that of the state of New York, without regard to conflict of laws principles thereof.
13. Relationship. Nothing contained in this Agreement is intended to constitute Licensee and Digium as partners or joint venturers, or the employees, agents, or representatives of each other.
14. Notice. Notice will be effective when received by the appropriate company representative and evidenced by any reliable confirmation of receipt, including self-confirmation of a facsimile message.
15. Survival. The obligations under this Agreement which, by their nature, would continue beyond its termination, cancellation, or expiration, shall survive this Agreement.
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Licensee will not be able to use Licensee's existing Skype user names and accounts and existing Skype online numbers when the Beta software is released for general availability and production use. Upon general release of the Beta Software, Licensee shall create new Skype managed user accounts under the Business Control Panel and shall agree to new business terms and conditions before being authorized to use the Skype for Asterisk software. Managed user accounts will be the only type of users authorized to use the Skype for Asterisk software upon its general release.
Quote:
Skype For Asterisk Beta License Agreement
PLEASE READ CAREFULLY: BY CLICKING "I AGREE" OR USING THE SKYPE FOR ASTERISK BETA SOFTWARE, YOU ARE AGREEING TO THIS SKYPE FOR ASTERISK BETA L
ICENSE AGREEMENT ("AGREEMENT"). CLICKING "I AGREE", SIGNING THIS AGREEMENT, OR USING THE BETA SOFTWARE CONSTITUTES YOUR LEGALLY BINDING SIGNAT
URE. BY SUBMITTING THIS AGREEMENT YOU CERTIFY THAT: YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT DRAWN UP IN ENGLISH; YOU ARE CON
SENTING TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT; ALL INFORMATION SUBMITTED BY YOU RELATED TO THIS AGREEMENT AND YOUR BETA SOFTWARE APPL
ICATION IS ACCURATE, COMPLETE, TRUE, AND NOT MISLEADING; AND IF YOU ARE SUBMITTING THE AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU CERTIFY THA
T YOU ARE DULY AUTHORIZED TO BIND THE ORGANIZATION TO THESE TERMS. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZ
ED TO DISTRIBUTE OR USE THE BETA SOFTWARE OR RELATED SERVICES IN ANY MANNER. THIS AGREEMENT IS MADE BY AND BETWEEN DIGIUM, INC. AND AFFILIATE
S, COLLECTIVELY REFERRED TO AS "DIGIUM", AND THE PERSON OR ENTITY LISTED AS COMPANY ("COMPANY" OR "LICENSEE") IN THE BETA SOFTWARE APPLICATION
FORM SUBMITTED BY THE APPLICANT ("YOU" OR "APPLICANT") IN CONJUNCTION WITH THIS AGREEMENT. DIGIUM, APPLICANT AND COMPANY ARE REFERRED TO INDI
VIDUALLY AS A "PARTY" OR COLLECTIVELY AS "PARTIES". NOTIFICATIONS MADE PURSUANT TO THIS AGREEMENT, EXCLUDING FINANCIAL MATTERS, SHALL BE GIVEN
TO DIGIUM, INC., ATTN: CONTRACTS MANAGER, 445 JAN DAVIS DRIVE, HUNTSVILLE, ALABAMA 35806, TEL. (+1) 256-428-6000, FAX (+1) 256-428-6058.
You acknowledge and agree that Licensee will not be able to use Licensee's existing Skype user names and accounts and existing Skype online numbers when the Beta software is released for general availability and production use. Upon general release of the Beta Software, Licensee shall create new Skype managed user accounts under the Business Control Panel and shall agree to new business terms and conditions before being authorized to use the Skype for Asterisk software. Managed user accounts will be the only type of users authorized to use the Skype for Asterisk software upon its general release.
1. Definitions.
1.1 "Beta Software" means pre-production/pre-released versions of the Skype For Asterisk software being licensed under this Agreement, which is not yet intended for general availability or production use. The Beta Software is more fully described in Exhibit A of this Agreement.
1.2 "Location" means at the facilities of You or Company, worldwide, except in those countries where the export of the Beta Software from the U.S. would be forbidden by the U.S. government or by any other applicable international export restrictions.
1.3 "Effective Date" means the date that You agree to the terms of this Agreement or first use the Beta Software, whichever occurs first.
2. Term of Agreement. This Agreement shall commence on the Effective Date and shall terminate 90 (ninety) days thereafter ("Beta Period" or "Term"), or longer if agreed in writing between Digium and Licensee.
3. Limited License. Digium hereby grants Licensee a nonexclusive, nontransferable license, during the Beta Period, to use the Beta Software (and any copies) solely for Licensee's internal evaluation and testing at the Location. Licensee obtains no rights other than those granted to Licensee under this Agreement. Licensee agrees to destroy the Beta Software and all copies made at the end of the Beta Period.
4. Beta Software Skype License. The Beta Software contains Skype Intellectual Property, which Digium warrants has been licensed by Skype to Digium to the extent necessary for Digium to distribute, manufacture, and evaluate the Beta Software under the terms of this Agreement.
5. Further Reservations. Licensee may not: (a) use or copy the Beta Software except as provided in this Agreement; (b) sublicense or assign the license for the Beta Software; or (c) distribute the Beta Software to any third party. Licensee may not use the Beta Software to the benefit or advantage of any third party.
6. Copyright. The Beta Software is owned by Digium (or its third party licensors) and is copyrighted and licensed, not sold. Licensee may not remove or obliterate any copyright, trademark, or proprietary rights notices of Digium. Licensee must reproduce the copyright notice and any other legend of ownership on each copy, or partial copy, of the Beta Software Licensee makes.
7. Confidentiality. Digium and Licensee agree that any proprietary and confidential information of the parties shall be governed by the attached terms of the non-disclosure agreement set forth in Exhibit B, a copy of which is attached hereto and the terms and conditions of which are incorporated herein by reference.
8. Warranty. SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, DIGIUM DOES NOT MAKE, AND HEREBY DISCLAIMS (ON ITS OWN BEHALF
AND ON BEHALF OF ITS THIRD PARTY LICENSORS AND SUPPLIERS) ANY WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE FUNCTION, PERFORMANCE OR DOCUMENTATION FOR THE BETA SOFTWARE. The term Beta does not imply that general availability of the Software will take place.
This Agreement is not an offer to license future releases of the Software and Digium does not represent that future releases, if any, will be compatible with the Beta Software.
9. Limitation of Liability. IN NO EVENT WILL EITHER PARTY (INCLUDING, IN THE CASE OF DIGIUM, ITS THIRD PARTY LICENSORS AND SUPPLIERS) BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING
LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN
THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. The provisions of this Section 9 allocate the risks under this Agreement between Digium and Licensee and the parties have relied upon the limitations set forth herein in determining whether to enter into this Agreement.
10. Fees and Support. Licensee's use of the Beta Software will be at no charge and Licensee has no obligation to purchase the Beta Software from Digium. Licensee may not use the Beta Software to obtain fees from any source through any application of the Beta Software whatsoever. Licensee may not use Beta Software for resale. Digium agrees to provide the following limited support to Licensee during the Term: Licensee may contact Digium at the following e-mail address: skypeforasterisk@digium.com with regard to questions related to Asterisk and Digium will use commercially reasonable efforts to respond within five (5) business days of receipt of the e-mail. Licensee may contact Skype at the following e-mail address: Skypeforasterisk@skype.net with regard to questions related to Skype software and Skype For Business.
11. Export Regulations. The Beta Software is licensed for use only in the Location and under the terms of this Agreement. Licensee acknowledges and accepts that the Beta Software is subject to both US export control laws and regulations and international export regulations. Licensee agrees to be bound by any applicable US or international export regulations and to assume sole responsibility for compliance to the extent that compliance is necessary to exercise Licensee's rights under this Agreement. Licensee acknowledges that the Beta Software may not be exported or reexported anywhere other than the Location.
12. Governing Law and Jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by the courts of the State of New York and the Parties expressly consent to the exclusive personal jurisdiction and venue therein. The substantive law governing this Agreement shall be that of the state of New York, without regard to conflict of laws principles thereof.
13. Relationship. Nothing contained in this Agreement is intended to constitute Licensee and Digium as partners or joint venturers, or the employees, agents, or representatives of each other.
14. Notice. Notice will be effective when received by the appropriate company representative and evidenced by any reliable confirmation of receipt, including self-confirmation of a facsimile message.
15. Survival. The obligations under this Agreement which, by their nature, would continue beyond its termination, cancellation, or expiration, shall survive this Agreement.
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